0001393726-18-000067.txt : 20181210 0001393726-18-000067.hdr.sgml : 20181210 20181210162341 ACCESSION NUMBER: 0001393726-18-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181210 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181210 DATE AS OF CHANGE: 20181210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIPTREE INC. CENTRAL INDEX KEY: 0001393726 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 383754322 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33549 FILM NUMBER: 181226419 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-446-1410 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TIPTREE FINANCIAL INC. DATE OF NAME CHANGE: 20130701 FORMER COMPANY: FORMER CONFORMED NAME: Care Investment Trust Inc. DATE OF NAME CHANGE: 20070320 8-K 1 a8k12102018.htm 8-K Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 10, 2018
 
 
 
TIPTREE INC.
(Exact Name of Registrant as Specified in Charter)
 
 
  
 
 
 
 
 
 
Maryland
 
001-33549
 
38-3754322
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
780 Third Avenue, 21st Floor
New York, New York
 
10017
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (212) 446-1400
(Former name or former address, if changed since last report)
 
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 





Item 7.01
Regulation FD Disclosure.

On December 10, 2018, Tiptree Inc. (the “Company”) issued a press release announcing that the Company has engaged a broker in connection with a share repurchase program for the daily repurchase of up to $10 million of the Company’s outstanding common stock ("Shares"). The press release also announced that the Company’s Board of Directors extended the Company’s authorization to make additional block repurchases of up to $10 million of Shares in the aggregate, at the discretion of the Company's Executive Committee.

Consistent with previous authorizations, the Company expects such share repurchases to be made from time to time in the open market or through privately negotiated transactions, or otherwise, subject to applicable laws and regulations. The timing of such share repurchases will depend on a variety of factors, including but not limited to, stock price, trading volume and general market conditions. The Company may repurchase less than the combined $20 million of Shares indicated above.

The information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.

(d) List of Exhibits:











SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
TIPTREE INC.
 
 
 
 
Date:
December 10, 2018
By:
/s/ Jonathan Ilany
 
 
 
Name: Jonathan Ilany
 
 
 
Title: Chief Executive Officer



EX-99.1 2 a99112102018.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1

Tiptree Announces $20 Million Stock Repurchase Program
NEW YORK--(BUSINESS WIRE)-December 10, 2018 -- Tiptree Inc. (NASDAQ:TIPT) (the “Company”) today announced that it has engaged a broker in connection with a share repurchase program for the daily repurchase of up to $10 million of the Company’s outstanding common stock (“Shares”). In addition, the Company’s Board of Directors extended the Company’s authorization to make additional block repurchases of up to $10 million of Shares in the aggregate, at the discretion of the Company's Executive Committee.
Consistent with previous authorizations, the Company expects such share repurchases to be made from time to time in the open market or through privately negotiated transactions, or otherwise, subject to applicable laws and regulations. The timing of such share repurchases will depend on a variety of factors, including but not limited to, stock price, trading volume and general market conditions. The Company may repurchase less than the combined $20 million of Shares indicated above.

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) is a holding company that combines insurance operations with investment management expertise. The Company’s principal operating subsidiary is a leading provider of specialty insurance products and related services, including credit protection, warranty, and programs which underwrite niche personal and commercial lines of insurance. The Company also allocates capital across a broad spectrum of investments, which is referred to as Tiptree Capital. Today, Tiptree Capital consists of asset management operations, mortgage operations and other investments. For more information, please visit www.tiptreeinc.com.

Tiptree Inc.
Investor Relations, 212-446-1400
ir@tiptreeinc.com